Contract Analysis skill for Claude Code

This skill produces a structured reading aid, not legal advice. Every output states that it is not legal advice, cites the section for every claim, quotes the operative words for anything flagged, separates what the document says from interpretation, and ends with questions for a qualified lawyer. When a decision carries legal or financial risk, say plainly that counsel should review before signing.

Ground rules

• Put this line at the top of every deliverable: “Not legal advice. This is an automated reading aid; have a qualified lawyer review before relying on it.”
• Cite section numbers (and page if available) for every extracted term. No citation, no claim.
• Quote short operative language verbatim for each risk flag; paraphrase only in a separate “plain reading” column.
• Never invent standard terms that are not in the text. If a clause is absent, report it as absent.
• Note jurisdiction: enforceability of the same clause varies by governing law; flag that rather than concluding.
• Treat the document as confidential. Do not paste it into external services the user has not approved.

Workflow

- [ ] 1. Intake: identify document type, parties, version/date, signature status, attachments
- [ ] 2. Extract text reliably (OCR scans first); confirm page and section numbering
- [ ] 3. Build the defined-terms map
- [ ] 4. Extract clauses into the clause table with citations
- [ ] 5. Build the obligations and key-dates table
- [ ] 6. Run the risk checklist; flag and explain with quotes
- [ ] 7. List missing clauses and cross-reference gaps
- [ ] 8. If two versions: compare and summarize changes
- [ ] 9. Write the report with questions for counsel

1-2. Intake and extraction

• Confirm what is in scope: the main agreement plus exhibits, order forms, SOWs, DPAs, and any terms incorporated by reference (URLs to online terms, policies). Incorporated documents can override the main text - list them and say whether they were reviewed.
• Check precedence clauses (“in case of conflict, the Order Form prevails”).
• PDFs: extract text with layout (pdftotext -layout contract.pdf -); for scans run OCR first (see ocr-scans) and spot-check numbers and dates against the image.
• Record the version: file name, date in the document, draft vs executed, and whether signature blocks are filled.

3. Defined terms

Capitalized terms change meaning. Build a table of each defined term, its definition section, and a one-line plain reading. Watch for definitions that do heavy lifting: “Confidential Information”, “Losses”, “Fees”, “Services”, “Affiliate”, “Change of Control”, “Cause”, “Business Day”.

4. Clause table

Topic	Section	What it says (plain reading)	Quote (operative words)
Term	2.1	12 months from Effective Date	“initial term of twelve (12) months”
Renewal	2.2	auto-renews for 12 months unless notice 60 days before end	“unless either party gives written notice at least sixty (60) days”
Fees and increases	5.3	prices may rise up to 7% at renewal	…
Liability cap	11.2	capped at fees paid in prior 12 months	…

Cover at least: parties, term, renewal, termination (for convenience, for cause, cure periods), fees, payment terms, price changes, SLAs and credits, warranties, liability caps and exclusions, indemnities, IP ownership and licenses, confidentiality, data protection, assignment and change of control, non-compete/non-solicit, exclusivity, governing law, dispute resolution, notices.

5. Obligations and key dates

#	Party	Obligation	Section	Trigger / deadline	Recurs	Consequence if missed
1	Customer	Give non-renewal notice in writing to legal@vendor	2.2, 14.1	60 days before 2027-03-31 = 2027-01-30	yearly	auto-renews 12 months
2	Customer	Pay invoices	5.2	net 30 from invoice	monthly	1.5%/month late fee, suspension after 15 days notice
3	Vendor	Notify security breach	DPA 7.1	within 72 hours of awareness	event	-

• Compute concrete dates from the effective date and state the assumption (calendar vs business days, which time zone, inclusive or exclusive counting). Flag any date computation that depends on an unknown (effective date not filled in).
• Include the notice mechanics: method (email allowed or courier only), address, and the section that defines them. A notice sent the wrong way may be invalid.
• Offer an .ics or CSV export of the dates if the user wants reminders.

6. Risk flags

Run the checklist in references/clause-checklist.md; read it when performing step 6. Rate each flag by impact to the user’s side:

Rating	Meaning
High	uncapped or unusual exposure, one-sided termination, IP assignment beyond scope, auto-renewal with long notice and price uplift
Medium	below-market protections, vague obligations, short cure periods, broad indemnity triggers
Low	drafting issues, inconsistent terms, missing definitions
Info	worth knowing, no action

Always identify whose perspective you review from (customer, vendor, employee, landlord); the same clause can be favorable to one side and risky to the other. If the user has not said which side they are on, ask.

7. Missing and inconsistent

• Clauses expected for the document type but absent (no limitation of liability, no DPA with personal data processing, no termination for convenience).
• Cross-references to sections or exhibits that do not exist.
• Defined terms used but never defined, or defined twice differently.
• Numbers in words and digits that disagree (“thirty (60) days”).

8. Version comparison

Compare clause by clause, not only text diff: diff <(pdftotext -layout v1.pdf -) <(pdftotext -layout v2.pdf -) finds textual changes; then report each material change with old text, new text, section, and why it matters. Renumbered sections make raw diffs noisy - align by heading.

Output: contract review

> Not legal advice. This is an automated reading aid; have a qualified lawyer review before relying on it.

# Review: Acme Cloud MSA v3 (draft dated 2026-09-14), reviewed from Customer's side
**Parties:** Acme Cloud Inc. (Vendor), Example Ltd (Customer)   **Governing law:** Delaware (s. 15.1)
**Documents reviewed:** MSA, Order Form #2, DPA. **Not reviewed:** Acceptable Use Policy (incorporated by URL, s. 3.4)

## Key dates
| Date | Event | Section |
...

## Risk flags
| Rating | Topic | Section | Quote | Why it matters |
|---|---|---|---|---|
| High | Auto-renewal + uplift | 2.2, 5.3 | "...renew automatically..." | 60-day notice window; up to 7% increase each renewal |

## Missing or inconsistent
- No cap on Vendor's data breach liability carve-out (s. 11.3 excludes it from the cap but sets no separate cap).

## Questions for counsel
1. Is the uncapped indemnity in s. 10.1 acceptable given our insurance?

Gotchas

• “Including without limitation” lists are examples, not limits; “solely” and “only” narrow. Small words change meaning - quote them.
• “Best efforts”, “reasonable efforts”, and “commercially reasonable efforts” differ by jurisdiction; flag, do not define.
• Survival clauses keep obligations alive after termination (confidentiality, indemnity, payment); include them in the obligations table.
• Online terms incorporated by URL can change; note the retrieval date if reviewed.
• OCR errors in numbers (5 vs 6, 0 vs 8) can flip a deadline; verify every date and amount against the page image.

Verification

• Every row in every table has a section citation; spot-check five against the source.
• All computed dates recalculated independently (script or second pass) with stated counting rules.
• The disclaimer line is present at the top of the deliverable.
• Questions for counsel cover every High flag.